Registrar of Companies (ROC)

The Registrar of Companies (ROC) is an office under the Ministry of Corporate Affairs (MCA), responsible for overseeing the regulation and administration of companies registered under the Companies Act, 2013, and the previous Companies Act, 1956. The ROC ensures that companies comply with legal requirements, maintain transparency, and promote good corporate governance.

India has multiple ROC offices across states and union territories, each managing the registration and compliance of companies within its jurisdiction. The ROC plays a crucial role in maintaining a database of registered companies, which is accessible to the public for transparency.

Roles and Responsibilities of the ROC

1. Company Registration:

   • Facilitates the incorporation of companies, including private limited, public limited, LLPs (Limited Liability Partnerships), and one-person companies.

2. Compliance Monitoring:

   • Ensures that companies file statutory returns, financial statements, and annual reports as mandated by law.

3. Approving Changes in Company Structure:

   • Approves modifications like name changes, share capital alterations, and changes in directors.

4. Maintaining Records:

   • Maintains detailed records of company incorporation, directors, shareholders, and financial statements.

5. Striking Off Companies:

   • Has the authority to strike off companies that fail to comply with statutory requirements or remain inactive.

6. Facilitating Public Access:

   • Provides access to company data for stakeholders, investors, and the public.

7. Enforcement of Laws:

   • Acts against companies violating provisions of the Companies Act, such as by imposing penalties or initiating legal proceedings.

Key Functions of the ROC in Company Registration

1. Name Reservation:

   • Approves or rejects proposed company names during incorporation.

2. Certificate of Incorporation:

   • Issues a Certificate of Incorporation, which is a legal document signifying the establishment of a company.

3. Approval of MOA and AOA:

   • Verifies and approves the Memorandum of Association (MOA) and Articles of Association (AOA) of the company.

4. Director Identification Number (DIN) and DSC:

   • Ensures directors possess a valid DIN and Digital Signature Certificate (DSC).

Registration Process Under the ROC

Step 1: Obtain Digital Signature Certificate (DSC)

• All directors and subscribers must have a DSC to digitally sign forms.

Step 2: Apply for Director Identification Number (DIN)

• Apply for a DIN for all proposed directors.

Step 3: Name Reservation

• Submit an application for name approval through the RUN (Reserve Unique Name) service on the MCA portal.

Step 4: File Incorporation Documents

• Submit the SPICe+ Form (Simplified Proforma for Incorporating Company Electronically), including:
  • MOA and AOA.
  • Proof of address and identity of directors and shareholders.
  • Proof of registered office address.

Step 5: Payment of Fees

• Pay the prescribed registration fees and stamp duty.

Step 6: Verification and Approval

• The ROC verifies the documents and issues the Certificate of Incorporation along with a Corporate Identification Number (CIN).

Post-Incorporation Compliance Under ROC

1. Commencement of Business:

   • File INC-20A to declare the commencement of business within 180 days of incorporation.

2. Annual Compliance:

   • File annual returns (MGT-7) and financial statements (AOC-4) every financial year.

3. Change Reporting:

   • Report changes in the company's structure, such as alteration in capital, registered address, or directors, to the ROC.

4. Maintenance of Records:

   • Maintain statutory registers and minutes of meetings.

Documents Required for ROC Registration

1. Director's Identity Proof:

   • PAN, Aadhaar, or Passport.

2. Address Proof:

   • Utility bill or rental agreement of the registered office.

3. Memorandum of Association (MOA).

4. Articles of Association (AOA).

5. DIN and DSC of Directors.

6. Proof of Shareholding:

   • Details of subscribers and shareholders.

Penalties for Non-Compliance

1. Late Filing Fees:

   • Delayed filing attracts additional fees of ₹100 per day.

2. Strike Off:

   • Non-compliant companies can be struck off the register.

3. Fines and Legal Actions:

   • Companies and directors may face fines and legal consequences for serious violations.

Benefits of ROC Registration

1. Legal Identity:

   • Provides a distinct legal identity to businesses.

2. Corporate Governance:

   • Ensures adherence to statutory requirements and good governance practices.

3. Investor Confidence:

   • Builds trust among stakeholders by maintaining transparency.

4. Access to Credit:

   • Helps businesses secure loans and attract investors.

5. Perpetual Succession:

   • The company continues to exist even if ownership changes.